SEC Proxy Firm Rules Face New Legal Threat After Tech Glitch

The SEC is facing new legal concerns over easing Trump-era curbs on proxy advisory firms after a computer problem prevented the agency from receiving public feedback on several rules under consideration.The US Chamber of Commerce recently asked the Securities and Exchange Commission for any documentation it has about whether the glitch affected the proxy rollback,…

Agenda – ISS Unveils More than 20 New Factors in Governance Assessments

Influential proxy advisory firm ISS today announced a slew of new updates to its Governance QualityScore methodology, which the firm uses to analyze and rank companies’ risk levels when it comes to key governance topics for its institutional investor clients. The changes add 23 new factors, raising the number of total potential governance indicators considered…

Not so Veritas: Wachtell Lipton on Proxy Advisory Rules

We do not always agree with the “Compensation in Context” newsletter from Veritas compensation consultants but we usually find it informative and credible. The decision to turn over the newsletter to a piece of advocacy from a law firm that represents entrenched corporate managers, spending decades trying to cut off meaningful oversight from shareholders, is…

SEC Rescinds Trump-Era Rules Governing Proxy Advisors

The SEC’s release: The Securities and Exchange Commission today voted to adopt amendments to its rules governing proxy voting advice as proposed in November 2021. The final amendments aim to avoid burdens on proxy voting advice businesses that may impair the timeliness and independence of their advice. The amendments also address misperceptions about liability standards…

SEC repeals Trump-era restrictions on proxy advice companies – MarketWatch

As we hoped and expected, the SEC has rescinded the proxy advisory rules pushed through by partisan vote at the end of the Trump administration. (The complaint from the minority Commissioners about partisanship is predictable but utterly hypocritical.) We regret that the rules maintained the categorization of proxy advisory reports as solicitations but the CII…

Agenda – Glass Lewis, ISS Push New ESG Scoring

Proxy advisory firms Glass Lewis and ISS this week announced a spate of new launches and updates to the way environmental, social and governance data and disclosures will be assessed and featured in reports to investors this year, and to the way high-level governance-quality scores will be calculated. The updates precede a 2022 proxy season…

Proxy advice law which sparked fears it would reduce investor activism defeated in the Senate – ABC News

Australia’s parliament has thrown out the new restrictions on proxy advisory firms. Three days after they were introduced into federal parliament, the Senate has overturned Treasurer Josh Frydenberg’s regulations on proxy advisers. Proxy advisers are the people who advise big investors, including superannuation funds, on how to vote on issues impacting the re-election of company directors. Board…

VEA Vice Chair Nell Minow Comments on SEC’s Proposed Proxy Advisor Rule

VEA Vice Chair Nell Minow has submitted a comment to the SEC on its proposed rule about proxy advisory firms. The comment is attached in full below. Some excerpts: My most important point: There is no justification for any regulation of proxy advisors beyond the rules already in place. The claims by issuers (and their fake,…

Agenda – Glass Lewis Raises the Bar on E+S Incentive Metrics

Proxy advisor Glass Lewis wants companies to offer more robust disclosure about their use of environmental and social incentive metrics, according to the firm’s 2022 proxy voting guidelines. While Glass Lewis won’t require the use of these metrics, it will consider them in say-on-pay analyses. Agenda – Glass Lewis Raises the Bar on E+S Incentive…

Sock Puppet Ike Brannon Continues to Lie About Proxy Advisors

 As we have noted before, Ike Brannon likes to lie about proxy advisors while omitting any reference to his affiliation with the CEO-funded dark money efforts to limit investor access to the sole source of independent research on proxy issues. Note that his comments appear in the unedited commentary section of Forbes, barely above Qnon…